Parent Proxy Statement. None of the information relating to the Company or its Subsidiaries supplied by the Company, or by any other Persons acting on behalf of the Company, for inclusion in the Proxy Statement will, as of on the date that the Proxy Statement is first mailed to the Parent Stockholders (or any amendment or supplement thereto), at the time of the Parent Stockholders’ Meeting, or at the Effective Time, contain any statement which, at the time and in light of the circumstances under which it is made, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements therein not false or misleading in any material respect.
Parent Proxy Statement. As promptly as practicable after the date of this Agreement, Parent shall (i) prepare (with the Company’s reasonable cooperation) and file with the SEC and all applicable Canadian Securities Regulators and stock exchanges a proxy statement (as amended or supplemented from time to time, and together with the form of proxy, the “Parent Proxy Statement”) to be sent to the stockholders of Parent relating to a special meeting of the stockholders of Parent (the “Parent Stockholders Meeting”) to be held to consider the approval of the issuance of shares of Parent Common Stock pursuant to this Agreement and (ii) in consultation with the Company, set a record date for the Parent Stockholders Meeting and commence a broker search pursuant to Rule 14a–13 under the Exchange Act in connection therewith.
Parent Proxy Statement. The Parent Proxy Statement will comply in all material respects with the applicable requirements of Applicable Securities Laws, except that no representation or warranty is being made by Parent with respect to the information supplied by or on behalf of Company for inclusion in the Parent Proxy Statement or incorporation by reference therein. The Parent Proxy Statement will not, at the time the Parent Proxy Statement (or any amendment or supplement thereto) is filed with the SEC or first sent to Parent stockholders or at the time of the Parent Meeting contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation or warranty is being made by Parent with respect to the information supplied by or on behalf of Company for inclusion in the Parent Proxy Statement or incorporation by reference therein.
Parent Proxy Statement. (a) As promptly as practicable after the execution of this Agreement, Parent shall prepare the proxy statement to be sent to the stockholders of Parent relating to the meeting of the stockholders of Parent (the "Parent Stockholders' Meeting") to be held to consider (i) approval and adoption of this Agreement, (ii) approval of amendments to the Parent's Certificate of Incorporation (the "Certificate Amendments") to (A) increase the number of authorized shares of Parent Common Stock to 75,000,000 and (B) change the name of Parent to "Lavipharm Corporation" and (iii) approval of the issuance of shares of Parent Common Stock in connection with the Merger (such proxy statement or information statement, as amended or supplemented, being referred to herein as the "Parent Proxy Statement"). Parent shall provide the Company and its advisors with a reasonable opportunity to review and comment on the Parent Proxy Statement before it is first filed with the SEC. Parent shall use its reasonable best efforts to cause the Parent Proxy Statement to be cleared by the SEC as promptly as practicable. As promptly as practicable after Parent Proxy Statement has been cleared by the SEC, Parent shall mail the Parent Proxy Statement to the stockholders of Parent. Parent will advise the Company promptly after it receives notice thereof, of any request by the SEC for amendment of the Parent Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information and will promptly provide to the Company copies of any such written request or comments. Parent shall not file the Parent Proxy Statement with the SEC or make any amendment or supplement to the Parent Proxy Statement without the approval of the Company (such approval not to be unreasonably withheld or delayed).
Parent Proxy Statement. (a) As promptly as practicable after the execution of this Agreement, Parent will prepare a Proxy Statement in connection with the Parent Stockholders Meeting (the “Proxy Statement”). Parent will consult with the Company with respect to the preparation of the Proxy Statement and in connection with, and will respond to, any comments of the SEC and will use its best efforts to have the Proxy Statement cleared by the SEC, and the respective rules and regulations promulgated thereunder, as promptly as practicable after its filing, and Parent will cause the Proxy Statement to be mailed to its stockholders at the earliest practicable time. As promptly as practicable after the date of this Agreement, Parent will prepare and file any other filings required to be filed by it under the Exchange Act, and the rules and regulations promulgated thereunder, the Securities Act or any other U.S. federal or state laws relating to the Arrangement and the Transactions (the “Other U.S. Filings”). Parent will notify the Company promptly upon the receipt of any comments from the SEC or its staff or any other government officials and of any request by the SEC or its staff or any other government officials for amendments or supplements to the Proxy Statement or any Other U.S. Filings or for additional information and will supply the Company with copies of all correspondence between Parent or any of its representatives, on the one hand, and the SEC, or its staff or any other government officials, on the other hand, with respect to the Proxy Statement, the Arrangement, the Transactions or any Other U.S. Filings. Parent will cause all documents that it is responsible for filing with the SEC or other regulatory authorities under this Section 2.06 to comply in all material respects with all applicable requirements of Law and the rules and regulations promulgated thereunder. Whenever any event occurs which is required to be set forth in an amendment or supplement to the Proxy Statement or any Other U.S. Filings, Parent will promptly inform the Company of such occurrence and cooperate in filing with the SEC or its staff or any other government officials, and/or mailing to the Parent Stockholders, such amendment or supplement. The Proxy Statement together with any other documents required by Securities Legislation and shall be in form and substance satisfactory to the Company, acting reasonably.
Parent Proxy Statement. The information supplied or to be supplied by Parent and any Subsidiary thereof for inclusion in either the Parent Proxy Statement or the Lottery Proxy Statement, as the case may be, including any amendments and supplements thereto, will not either at the date mailed to stockholders or at the time of such stockholder meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
Parent Proxy Statement. None of the information in the Proxy Statement (other than information relating to the Company or its Subsidiaries or Affiliates supplied by or on behalf of the Company for inclusion in the Proxy Statement) supplied by the Parent, or by any other Persons acting on behalf of Parent, in writing for inclusion in the Proxy Statement will, as of the date of the Proxy Statement (or any amendment or supplement thereto) is first mailed to Parent Stockholders, at the time of the Parent Stockholders’ Meeting, or at the Effective Time, contain any statement which, at such time and in light of the circumstances under which it is made, is false or misleading with respect to any material fact, or omits to state any material fact required to be stated therein or necessary in order to make the statement therein not false or misleading in any material respect.
